Genesee &
Wyoming Inc. (GWI), a noncarrier holding company, has
filed a verified notice of exemption to permit GWI to acquire indirect control
of Columbus and Greenville Railway Company, The Chattooga and Chickamauga
Railway Company, and Luxapalila Valley Railroad, Inc.
(collectively, CAGY Railroads) pursuant to a Stock Purchase and Merger Agreement
(Stock Purchase Agreement).[1]CAGY Industries, Inc. (CAGY Industries) is a noncarrier holding company that directly controls the three
Class III CAGY Railroads.According to
GWI, CAGY Acquisition Co. (CAGY Acquisition), a noncarrier
wholly owned subsidiary of GWI, CAGY Industries, and certain stockholders of
CAGY Industries have entered into a Stock Purchase Agreement whereby CAGY
Acquisition will obtain at least 90% of the outstanding capital stock of CAGY
Industries and then merge with and into CAGY Industries.As a result, CAGY Acquisition will cease to
exist and CAGY Industries will continue as the surviving corporation whose sole
stockholder will be GWI.Accordingly,
upon consummation of the proposed stock purchase and merger transaction, GWI
will acquire direct control of CAGY Industries and indirect control of the
three CAGY Railroads.

GWI directly or
indirectly controls Buffalo & Pittsburgh Railroad, Inc., a Class II rail
carrier, and 25 Class III rail carriers. Also, GWI controls additional rail carriers
with two of its wholly owned subsidiaries that are noncarrier
holding companies: RP Acquisition
Company One (RP1) and RP Acquisition Company Two (RP2). GWI, along with RP1 and RP2, control one Class
II rail carrier and a total of 13 Class III rail carriers.[2]

The transaction
will be consummated on or after May 29, 2008 (the effective date of this exemption).

GWI represents and
warrants that:(1) the CAGY Railroads do
not connect with the rail lines of any existing rail carrier controlled by GWI;
(2) the transaction is not part of a series of anticipated transactions that
would connect the CAGY Railroads with any of the railroads in the GWI corporate
family; and (3) the transaction does not involve a Class I carrier.Therefore, the transaction is exempt from the
prior approval requirements of 49 U.S.C. 11323.See 49 CFR 1180.2(d)(2).

Under 49 U.S.C.
10502(g), the Board may not use its exemption authority to relieve a rail
carrier of its statutory obligation to protect the interests of its employees. Because the transaction involves the control
of at least one Class II and one or more Class III carriers, the exemption is
subject to the labor protection requirements of 49 U.S.C. 11326(b).

If the notice
contains false or misleading information, the exemption is void abinitio.Petitions to revoke the exemption under 49 U.S.C. 10502(d) may be filed
at any time.The filing of a petition to
revoke will not automatically stay the effectiveness of the exemption.Petitions for stay must be filed no later
than May 22, 2008 (at least 7 days before the exemption becomes effective).

An
original and 10 copies of all pleadings, referring to STB Finance Docket

Board decisions
and notices are available on our website at “WWW.STB.DOT.GOV.”

Decided:May 8, 2008.

By the Board, David
M. Konschnik, Director, Office of Proceedings.

Anne K. Quinlan

Acting Secretary

[1]The full
version of the agreement, as required by 49 CFR 1180.6(a)(7)(ii),
was concurrently filed under seal along with a motion for protective order. The request for a protective order is being
addressed in a separate decision.